Form 8-K
8-K — Penguin Solutions, Inc.
Accession: 0001616533-26-000036
Filed: 2026-05-18
Period: 2026-05-18
CIK: 0001616533
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — peng-20260518.htm (Primary)
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Filename: peng-20260518.htm · Sequence: 1
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0001616533FALSE00016165332026-05-182026-05-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2026
PENGUIN SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-38102
Delaware
36-5142687
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer
Identification No.)
45800 Northport Loop West
Fremont, CA
94538
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (510) 623-1231
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.03 par value per share
PENG Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2026, the board of directors (the “Board”) of Penguin Solutions, Inc. (the “Company”) increased the authorized size of the Board to eight members, and upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed David Heard to the Board and as a member of the Compensation Committee of the Board, effective immediately. Mr. Heard will serve as a Class I director, with an initial term expiring at the Company’s 2029 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation, disqualification, or removal.
Mr. Heard, age 58, has served as President of Network Infrastructure at Nokia, a global leader in fixed and mobile broadband infrastructure, since June 2025. Mr. Heard joined Nokia in February 2025 as Chief Strategic Growth Officer, Network Infrastructure in connection with Nokia’s acquisition of Infinera Corporation, a technology leader in optical systems, optical semiconductors and software-defined bandwidth. Prior to joining Nokia, Mr. Heard served at Infinera Corporation as Chief Executive Officer from November 2020 to February 2025, as Chief Operating Officer from October 2018 to November 2020, and as General Manager, Products and Solutions from June 2017 to October 2018. Earlier roles included senior positions at JDS Uniphase Corporation, BigBand Networks, Inc., Somera Communications, Inc., Lucent Technologies, and AT&T. Mr. Heard also served as a member of the board of directors of Infinera Corporation from November 2020 to February 2025 and currently serves on the Max M. Fisher College of Business Alumni Board. Mr. Heard holds a Master of Science in Management as a Sloan Fellow from the Stanford Graduate School of Business, a Master of Business Administration from the University of Dayton, and a Bachelor of Arts in Production and Operations Management from The Ohio State University.
Mr. Heard will receive cash and equity compensation pursuant to the terms of the Company’s Independent Director Compensation Policy, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 19, 2025. In connection with his appointment, Mr. Heard will receive an initial grant of 4,485 restricted stock units, vesting as to 2,562 of the restricted stock units on the first anniversary of the grant date and the remainder on January 31, 2028, subject to Mr. Heard’s continued service as a director through each vesting date. Mr. Heard will also enter into the Company’s standard form of indemnification and advancement agreement with the Company.
The Board determined that Mr. Heard qualifies as “independent” in accordance with Nasdaq’s listing requirements, including those requirements specifically applicable to compensation committee members. No arrangement or understanding exists between Mr. Heard and any other person pursuant to which Mr. Heard was selected as a director of the Company. There are no family relationships between Mr. Heard and any director or executive officer of the Company as defined in Item 401(d) of Regulation S-K. Mr. Heard has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 18, 2026, the Company issued a press release announcing the appointment of Mr. Heard as a member of the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference.
The information furnished pursuant to Item 7.01 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1#*
Form of Indemnification and Advancement Agreement for Directors and Officers
10.2#**
Independent Director Compensation Policy
99.1***
Press release titled “Penguin Solutions Strengthens AI Factory Platform Strategy with Appointment of
David Heard to Board of Directors” dated May 18, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Incorporated by reference to Exhibit 10.1 to the Form 8-K12B filed June 30, 2025.
** Incorporated by reference to Exhibit 10.2 to the Form 8-K12B filed June 30, 2025.
*** Furnished herewith.
# Indicates management contract or compensatory plan.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2026 Penguin Solutions, Inc.
By: /s/ Anne Kuykendall
Anne Kuykendall
Senior Vice President and Chief Legal Officer
4
EX-99.1
EX-99.1
Filename: form8-k2026x05x18xex991.htm · Sequence: 2
Document
Exhibit 99.1
Press Release
Penguin Solutions Strengthens AI Factory Platform Strategy with Appointment of David Heard to Board of Directors
FREMONT, Calif. — May 18, 2026 — Penguin Solutions, Inc. (“Penguin Solutions” or the “Company”) (Nasdaq: PENG), the AI Factory Platform company, today announced that David Heard, President of Network Infrastructure at Nokia, has been appointed to Penguin Solutions’ board of directors, effective immediately.
Heard is a seasoned technology executive with more than three decades of experience leading large-scale technology and infrastructure organizations through periods of growth and transformation. His track record of operational execution and scaling global businesses is expected to complement the board’s expertise as Penguin Solutions continues to converge its capabilities in memory and AI infrastructure.
“David brings experience scaling complex infrastructure platforms, optical networking technologies, and global operations,” said Kash Shaikh, President and CEO of Penguin Solutions. “As enterprises accelerate adoption of inference and agentic AI workloads, and demand for memory and AI infrastructure continues to grow, we believe David’s strategic insight and industry expertise will be valuable to the continued advancement of our AI Factory Platform strategy and our work helping customers deploy AI at production scale.”
Heard has served as President of Network Infrastructure at Nokia (NYSE: NOK) since June 2025. He joined Nokia in February 2025 following its acquisition of Infinera Corporation (formerly Nasdaq: INFN), where he served as Chief Executive Officer. Prior to joining Infinera in June 2017, Heard held leadership roles at several technology companies, including JDS Uniphase Corporation, BigBand Networks, Inc., Somera Communications, Inc., Lucent Technologies, and AT&T.
“I am honored to join the Penguin Solutions board at an important time for both the Company and the broader AI industry,” said Heard. “The Company’s AI Factory Platform strategy, built on the convergence of memory and AI infrastructure, strategically positions Penguin Solutions to help customers address the growing demands of inference and next-generation AI deployments. I look forward to working with the board and management team to help drive long-term growth.”
Heard also served as a member of the board of directors of Infinera Corporation from November 2020 to February 2025 and currently serves on the Max M. Fisher College of Business Alumni Board. He holds a Master of Science in Management as a Sloan Fellow from the Stanford Graduate School of Business, a Master of Business Administration from the University of Dayton, and a Bachelor of Arts in Production and Operations Management from The Ohio State University.
Use of Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. These statements may include, but are not limited to, statements concerning the Company’s AI Factory Platform strategy, the continued convergence of its memory and AI infrastructure capabilities, the anticipated benefits of Heard’s appointment to the board, and the Company’s ability to help its customers deploy and scale AI workloads. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “believe,” “could,” “will,” “may” and other words of similar meaning. These forward-looking statements are based on current expectations, circumstances, aspirations and assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These forward-looking statements are subject to a number of significant risks, uncertainties and other factors, many of which are outside Penguin Solutions’ control, including, among others, failure to realize opportunities relating to the Company’s growth strategy, and other factors and risks detailed in Penguin Solutions’ filings with the U.S. Securities and Exchange Commission (which include Penguin Solutions’ most recent Annual Report on Form 10-K). Such factors and risks as outlined above and in such filings do not constitute all factors and risks that could cause actual results of Penguin Solutions to be materially different from Penguin Solutions’ forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this press release, and Penguin Solutions does not intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release, except as required by law.
About Penguin Solutions
Penguin Solutions (Nasdaq: PENG) is a leading provider of memory and AI infrastructure, powering the AI factories of the future for enterprises, sovereign AI initiatives, and neocloud providers.
Built on decades of engineering expertise at the intersection of memory and AI/HPC infrastructure, we bring together differentiated infrastructure software, advanced memory, compute systems, end-to-end services, and industry-leading partner solutions in a full-stack AI factory platform designed to help customers deploy and scale AI workloads with speed and precision.
Headquartered in Silicon Valley, California, we operate globally through our network of R&D, manufacturing, and sales locations. Learn more at PenguinSolutions.com.
Investor Contact:
Suzanne Schmidt
Investor Relations
+1-510-360-8596
ir@penguinsolutions.com
PR Contact:
Maureen O’Leary
Corporate Communications
+1-602-330-6846
pr@penguinsolutions.com
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